On May 3, 2024 FGAC and the Sponsors entered into the Acquisition Agreement with Strong Global and MDI, pursuant to which FGAC intends to acquire, directly or indirectly, all of the outstanding shares in the capital of MDI. As a result of the MDI Acquisition, MDI will become a wholly-owned subsidiary of FGAC. The MDI Acquisition will constitute FGAC's Qualifying Acquisition, and values MDI at a pre-money valuation of $30 million (as adjusted pursuant to the Acquisition Agreement, the "MDI Equity Value").

On Closing, FGAC will satisfy the Purchase Price (as defined in the Acquisition Agreement) with: (i) cash, in an amount equal to 25% of the net proceeds of a concurrent private placement, if any (the "Cash Consideration"), (ii) the issuance to Strong Global of preferred shares ("Preferred Shares") with an initial preferred share redemption amount of $9,000,000, and (iii) the issuance to Strong Global of that number of Common Shares equal to (a) the MDI Equity Value minus * the Cash Consideration and (y) the Preferred Shares, divided by (b) $10.00.